<PAGE>
                                                                      Exhibit 14

                              PAMRAPO BANCORP, INC.

                               CODE OF ETHICS FOR
                         PRINCIPAL EXECUTIVE OFFICER AND
                            SENIOR FINANCIAL OFFICERS

         The Company expects the highest possible ethical conduct from its
principal executive officer and senior financial officers. This Code of Ethics
for Principal Executive Officer and Senior Financial Officers (the "Code") is
intended to supplement the Company's General Code of Ethics (the "General
Code"). Your full compliance with this Code and with the Company's General Code
of Ethics is mandatory. You are expected to promote a culture of honest and
ethical conduct and to ensure that everyone in the Company fully complies with
this Code and the General Code of Ethics.

         You must take all reasonable measures to protect the confidentiality of
non-public information about the Company or its subsidiaries and their customers
obtained or created in connection with your activities and prevent the
unauthorized disclosure of such information unless required by applicable law or
regulation or legal or regulatory process.

         You are prohibited from directly or indirectly taking any action to
fraudulently influence, coerce, manipulate or mislead the Company or its
subsidiaries' independent public auditors for the purpose of rendering the
financial statements of the Company or its subsidiaries misleading.

         You understand that you will be held accountable for your adherence to
this Code. Your failure to observe the terms of this Code may result in
disciplinary action, up to and including termination of employment. Violations
of this Code may also constitute violations of law and may result in civil and
criminal penalties for you, your supervisors and/or the Company.

         If you have any questions regarding the best course of action in a
particular situation, you should promptly contact the Audit Committee or
Director of Compliance. You may choose to remain anonymous in reporting any
possible violation of this Code.

Conflicts of Interests

As a Company principal executive officer or senior financial officer, it is
imperative that you avoid any investment, interest or association that
interferes, might interfere, or might appear to interfere, with your independent
exercise of judgment in the Company's best interests. Engaging in any conduct
that represents a conflict of interest is strictly prohibited. You must also
avoid any personal activity, investment or association that could appear to
interfere with good judgment concerning the Company's best interests. You may
not exploit your position or relationship with the Company for personal gain.
You should avoid even the appearance of such a conflict. For example, there is a
likely conflict of interest if you:

o    Cause the Company to engage in business transactions with relatives or
     friends;

o    Use nonpublic Company, client or vendor information for personal gain by
     you, relatives or friends (including securities transactions based on such
     information);

<PAGE>

o    Have more than a modest financial interest in the Company's vendors,
     clients or competitors; receive a loan, or guarantee of obligations, from
     the Company or a third party as a result of your position at the Company;
     or

o    Compete, or prepare to compete, with the Company while still employed by
     the Company.

There are other situations in which a conflict of interest may arise. If you
have concerns about any situation, follow the steps outlined in the Section on
"Reporting Violations of the Code."

Accurate and Timely Periodic Reports

Full, fair, accurate, timely and understandable disclosures in all of the
Company's periodic reports, filed documents and other public communications is
legally required and is essential to the success of its business. All officers
must exercise the highest standard of care in preparing such reports in
accordance with the following guidelines:

o    All Company accounting records, as well as reports produced from those
     records, must be in accordance with the laws of each applicable
     jurisdiction;

o    All records must fairly and accurately reflect the transactions or
     occurrences to which they relate;

o    All records must fairly and accurately reflect, in reasonable detail, the
     Company's assets, liabilities, revenues and expenses;

o    The Company's accounting records must not contain any false or
     intentionally misleading entries;

o    No transactions should be intentionally misclassified as to accounts,
     departments or accounting periods;

o    All transactions must be supported by accurate documentation in reasonable
     detail and recorded in the proper account and in the proper accounting
     period;

o    No information should be concealed from the internal auditors or the
     independent auditors; and

o    Compliance with the Company's system of internal accounting controls is
     required

Compliance with Applicable Governmental Law, Rules and Regulations

You are expected to comply with both the letter and spirit of all applicable
governmental laws, rules and regulations. If you fail to comply (or you prevent
or penalize a subordinate for complying) with the ethical standards in this
Code, the Company's General Code of Ethics and/or with any applicable laws, you
will be subject to disciplinary measures, up to and including immediate
dismissal from the Company.

Prompt Internal Reporting of Violations of Code

The prompt internal reporting of violations of the code to an appropriate person
or persons identified in the code

Your conduct can reinforce an ethical atmosphere and positively influence the
conduct of fellow associates. If you are powerless to stop suspected misconduct
or discover it after it has occurred, you must promptly report the violation of
the Code or the General Code to Ms. Margaret Russo, Secretary of the Company.

<PAGE>

If you are still concerned after speaking with Ms. Russo or feel uncomfortable
speaking with her (for whatever reason), you must (anonymously, if you wish)
send a detailed note, with relevant documents, to the Company at 611 Avenue C,
Bayonne, New Jersey or you may directly contact the Audit Committee of the
Company's Board of Directors by sending a detailed note, with relevant
documents, to Mr. James Kennedy, Chairman.

Self-Reporting. If you believe that you may have violated one of these
standards, you are encouraged to report it immediately. The Company will
consider the fact that you reported yourself in determining what action is
appropriate.

Confidentiality: The Company will protect confidentiality to the extent
practicable in the context of investigating your allegations and will inform
only those individuals with a need to know in order for the Company to
investigate and respond appropriately.

Anonymity: There may be instances where you want to report issues while
remaining anonymous. The Company will consider information provided anonymously,
but it is most helpful if you provide your name so that the Company may obtain
additional information from you and inform you that it has responded to your
complaint.

Protection of Those Who Report Concerns or Assist in an Investigation: No one
who in good faith reports a concern under this policy or provides information
during an investigation will be subjected to retaliation for doing so. Any
employee who retaliates or attempts to retaliate against an employee for
reporting or providing information in good faith under this policy will be
subject to disciplinary action, up to and including immediate termination of
employment and in some cases could further be subject to criminal penalties
(including imprisonment).

Duty to Cooperate: When the Company conducts an investigation, all employees
have a duty to cooperate in providing complete and accurate information. Failing
to cooperate in an investigation or providing false or misleading information
will subject an employee to disciplinary action, up to and including termination
of employment.

Destruction of Documents: You should also be aware that under the new corporate
accountability laws, you could be subject to criminal penalties for tampering
with, or destroying, documents or any other evidence related to an official
investigation or inquiry regarding any of the Company's activities. The same is
true for documents relating to any threatened or pending litigation.

Your calls, detailed notes and/or emails will be dealt with confidentially. You
have the commitment of the Company and of the Audit Committee of the Company's
Board of Directors that you will be protected from retaliation.

Your Personal Commitment to the Code of Ethics for Principal Executive Officer
and Senior Financial Officers

I acknowledge that I have received and read the Code of Ethics for Principal
Executive Officer and Senior Financial Officers, dated March 9, 2004, and
understand my obligations as an employee to comply with this Code.

<PAGE>

I understand that my agreement to comply with this Code does not constitute a
contract of employment.


Name of Officer:          ___________________________________


Signature of Officer:     ___________________________________


Date:                     ___________________________________